The Masquerade
by Mie779
Summary: A/U fic... Maria and Georg met in a different way... Maria is not a nun, and Georg still work for the navy... (so not historical accurate in ANY way)
**A/N: This must be the last of the TSOM fan board "Christmas gift exchange" story, this is for carhleybec…. Time is not something that I have in these days… got a 5 month old baby** _ **and**_ **two older girls at the age of 6 and 4½ years ;)**

 **But I wanted to finish it… thanks to thoroughlymodernJulie for the beta read she did on this…**

 **One final note… this fic was actually started waaay back in the summer of 2015… gathered dust during the autumn and when the Christmas gift exchange "challenge" came up on our board I wanted to finish this…**

 **One final and quit funny note… The name Miriam (Marias friend in this story) is also the name we choose to name our new baby girl (born nov. 2015…) I had sooo forgotten that I'd used that name in this fic… :P**

The Masquerade

"Oh, Miriam, please finish up already." Maria let out a frustrated sigh, annoyed that her friend was taking her time getting ready. Ready for what Maria would call "a ludicrous and idiotic way of every rich and snobbish person in all of Salzburg to flaunt their money, all for the noble cause of the poor children."

Not that she herself was one of them, dear God, no; she was merely dragged into this whole affair by her long-time friend, who happened to be the daughter of one of Maria's employer's best customers.

It was a masquerade of sorts, with the guest wearing masks and having paid money to attend, of which all the profit was going to be donated to the local orphanage. This was the only reason why Maria had accepted her friend's invitation—no, _demand_ —for her to come along. The very same orphanage had taken Maria in when her parents died so many years ago.

"Maria please have patience, you know I can't fix my hair as quickly as you." Miriam mumbled with five bobby pins in her mouth, indicating towards Maria's short hairstyle, and then pulled yet another lock of her long, blond hair into an intricate curl on her head.

Maria laughed and shook her head; yes, they had been friends for around five years, ever since Miriam had walked into Madame Emilie Flöge's dress shop with her mother. They had been looking for a ball gown for Miriam, as she had just turned eighteen and would soon attend her first real ball. Maria worked as a seamstress in the shop, and while she worked on measurements for the dress, the girls started talking. Maria was a few years older, but this did not hinder them from developing a fine friendship. Though being miles apart in social status, they still occasionally met up and became the best of friends. Miriam's family gradually accepted Maria as an important part of their daughter's life, and it had helped immensely when they learned that Maria could also sing and teach their younger children to play the piano.

Now Maria found herself dressed in a dark blue ball gown, found in the very shop she worked in. Miriam had insisted on it, and said that the dress complimented her blue eyes. She fiddled nervously with a satin ribbon on her sash. She was never one who dressed up like this; she had on many occasions helped Miriam get ready for this or that ball or social function. But this was actually Maria's first real ball, since being at a much more different social status than her friend, it had never been part of her life. And she very much liked it this way. But her friend had insisted for her to come along to this ball, for no other reason than that she thought it would be good for her friend. Maria had been hesitant, mainly because Miriam had convinced her father to pay for the ticket. He had agreed to do so for the fact that Maria had helped his children improve on their music talents.

"I'm ready now, and I think the car is ready for us." Miriam walked out of the room with her coat and purse under her arm. Maria grabbed her things and quickly followed her friend, while trying to quell the nervous feeling she had in her stomach.

The girls met up with Miriam's family, and Maria hanged back while the family made small talk about the coming ball. She had never really felt at home being here, only when she was alone with Miriam.

Twenty minutes later, the group stood at the entrance to one of Salzburg's finest hotels. Maria held on to her purse, trying to calm her nerves.

"Are you alright, there, Miss Rainer?" Miriam's mother asked. She could clearly see that the young woman was quite nervous.

Maria nodded and smiled in an attempt to prove to them that she was fine.

"Oh, she'll be fine! Once we get inside, you just stick with me and we will have so much fun," Miriam stated and took Maria's hand, while she added with a wink, "And there might be a dashing young man catching your attention. I've heard that there will be some new young bachelors coming tonight." Miriam grinned good-naturedly when she saw her friend shake her head; she knew that Maria never deliberately looked for love in her life.

"Forget it, the only reason I said yes to this," Maria waved her hand aimlessly towards the hotel, "is because you all but begged me to come along. You know I don't really care for finding love, at least not now." Maria looked into her purse and found the beautiful decorated butterfly mask she had made together with Miriam. She placed the mask on her face and stated; "Now I'm ready to get this over with." She sighed inwardly as she saw Miriam's family move into the hotel. This was really not something she looked forward to; being in a social gathering like this always gave her an uneasy feeling. Maria just prayed that her friend would not try too much to find "love" for her.

The two friends walked into the ballroom and Maria tried to take it all in. The huge room was filled with glitter and light, and every woman and man attending was dressed in their finest. Suddenly Maria felt very awkward and out of place. This was never going to be a situation that she would become used to.

Soon they found a spot were they could take in the whole scene. Maria scanned the room and noticed several groups of young women clearly looking for suitable young men. A group of men walked in who all seemed very young, and Maria saw the group of women almost jump with excitement, sticking their heads together, whispering and giggling.

She felt Miriam poke her side while she whispered, "Look at that, it seems as if there will be a lot of potential here… oh, God, look at that, now he is dashing, don't you think?" Miriam pointed towards a man standing alone, slightly away from the group of young men. Maria giggled and said, "You go ahead, he looks nice. I'm really not interested." Miriam practically skipped over to the poor man.

Maria looked on as her friend approached the man, suddenly seeming a bit shy. When he saw her, he clearly looked pleased by her initiative. While Miriam talked with him, Maria scanned the crowd, and suddenly her eyes caught sight of a man walking into the ballroom, clearly looking like he never wanted to be there. Maria knew that feeling.

The man walked over to the group of young men, and while he clearly surpassed their age by several years, he still engaged in light small talk with them. It looked like they knew each other. When the man turned away from the young men, she noticed that one of them gave a small salute, and suddenly Maria realized that the group of young men were likely to be from the nearby naval academy.

Oh, she just knew that her friend would love this information! Miriam had always raved about men in uniforms. Maria smiled to herself, and wondered if Miriam would discover this information herself. She looked over towards her friend. The young man seemed quite eager to get to know her. He was dressed in formal wear, not a uniform and a simple mask covered half his face. But it was clear that he was somewhat smitten with the attention Miriam was giving him.

Maria scanned the crowed, trying to look as if she really belonged there. As she looked at all the glitter and glamour, she knew that she would never really feel comfortable in this setting. She noticed the older man from before; he had to be of higher rank than the young men. He now stood alone, trying to look as if he was having fun. Even at the distance Maria was standing from him, she could see clear signs of boredom, and she noticed him wiggling his fingers in impatience. Perhaps he had somehow been ordered to be there.

Captain Georg von Trapp was bored. He rubbed his hands over his face, trying to block out the glamour and glitter around him. It had been an order from his superior officers to attend to the masquerade, as he was to keep an eye on the young cadets. He groaned; all in all, he was simply the babysitter for these young rascals, making sure that they didn't do anything stupid that would taint the reputation of the naval academy.

Absentmindedly, he scratched the side of his face; the damned mask was making his skin itch. But it was a masquerade after all, and there was a dress code.

Looking towards his cadets, he saw that they all seemed to be behaving themselves, thank God for that. Cadet Smith was happily talking with a blond young lady. They both seemed eager to get to know each other. Georg hoped that the young man did behave properly for the rest of the night.

Then, he scanned the crowd of people. All present appeared to be having the greatest time, talking or dancing, eating or drinking. Suddenly, he noticed a lone young woman standing partly hidden behind a large flower arrangement. She wore a blue ball gown and a mask, which looked like a butterfly. When she turned her head, he noticed that her strawberry blond hair was cut in a short hairstyle. Curious about this, he moved slightly closer to the woman, without giving away his interest. She seemed to be restless and bored, her whole body language showing how much she really didn't want to be there. In the back of his mind, he found that strange. After all, shouldn't all young women be delighted to be in a setting like this? Still trying to appear as if he wasn't staring openly at the woman, he walked at bit closer.

Suddenly, the woman turned around facing him, and walked with purpose-filled strides right in his direction. Being a little self-conscious, he quickly looked out into the crowd of party guests, only taking a quick peek out of the corner of his eye to see where the woman was going. She walked with a quick pace and only passed him by a few meters, but she didn't seem to notice him at all. Curious as to where she was going, he quickly made up his mind and followed the woman. He wanted to know more about her. He quickly cast a glance towards his cadets, and made sure they were all behaving, and then he followed the woman. She walked out of the dance hall and into the hallway; he made sure that she didn't notice him following him. She stopped by a glass door leading out into a large courtyard.

When she walked through the door, Georg walked to the door too and looked outside. The woman strolled casually around the beautiful courtyard. A large marble fountain was located in the center and around it was placed several beautiful cut bushes in large pots. The full moon gave the whole scene a fairytale-like atmosphere. As the woman walked towards the fountain, she seemed to be far away in her own little world. She looked down into the swirling fountain and let her hand play in the water.

Georg decided to join her, and quietly opened the door and walked out into the courtyard. His ears picked up a gentle humming, and realized that the woman was quietly humming a melody. He recognized it as one of his favorite songs, _Edelweiss_. She was so far away in her own thoughts that she never heard him come near her. The music from the ballroom was floating through the still-open door.

Maria was relieved to have left the hot and stuffy ballroom. She needed the fresh air to clear her head, and when she realized that her friend was still occupied with her new friend, the young cadet, she had made the decision to find a place to cool down.

She walked aimlessly around the courtyard, circling the large fountain and letting her hand casually graze the water. Her fingers played in the cool water, and she was lost in thoughts of when this party would be over. She had never really liked being stuffed into pretty dresses and being glamorous.

Suddenly, she heard a slight cough right behind her. In her fright, she twirled on the spot, her hand still in the water. This caused a splash of water to wash over the person in front of her. Horrified by her blunder, she mustered a quick: "Oh my… I'm sorry… so sorry sir."

"Oh, no harm done, it's only a slight sprinkle of water." The man picked out a handkerchief and wiped his face and the one arm that had gotten wet. While he did this, Maria realized that the man in front her was the older gentleman she had seen earlier with the young cadets. She stepped back a little, not sure what to make of the situation. To be honest, she had no idea what else to say to this stranger.

When Georg had wiped the water off himself, he smiled to the woman in front of him. He could see that she felt a bit unsure of herself, hugging her arms around her body.

"Hello there, I'm very sorry to have startled you so much, it was not my intention." He smiled again, hoping that he hadn't scared her too much. He really wanted to get to know her, she fascinated him. She still looked horrified by her blunder, but he hoped that he could ease her a little. Trying to think of a way to do this, he suddenly picked up on a string of notes floating through the door. He knew that song, and also knew the dance. Hoping she did too, he bowed slightly and said: "May I have this dance, Fräulein?"

Surprise crossed her face, but then she smiled and nodded her head. She reached her hand towards him and let him lead them both into a dance that she knew very well. The Ländler had always been a favorite of hers. She had learned it while still living at the orphanage in her late teenage years.

But in recent years, she had not been out dancing very much. It had never been something that she liked very much. The entire idea of going out and being social with every one of her friends, Miriam included, had always been so focused on meeting young men. Now, dancing with this slightly older gentleman, she found herself enjoying the dancing very much. While still doing all the twirls and turns of the old folk dance, she suddenly found herself captivated by this stranger. It was a feeling so unreal to her that it actually scared her slightly.

Georg was equally as captivated by the woman now moving along with him in the dance. Whenever her back was turned to him, he caught himself admiring her slender figure and bare shoulders, and her short haircut gave him a full view of her neck.

When the dance ended, they both stood a little while, both not knowing what to say. Georg scratched his chin and gave her a smile, then said: "Thank you Fräulein, I… ah… well, this was wonderful, dancing with you. I'm terrible sorry, but I never introduced myself properly before asking you to dance." His smile spread as he saw the slight blush creep up her neck. "I'm…"

"NO…" Her outburst shocked him, but she explained: "Well, sir, this _is_ a masquerade, and I've come to understand that one can not know the other person's identity, at least not until midnight… well, that is what my friend told me before we came here." Maria felt her voice quiver slightly, and her nerves were on high alert, as she felt herself on unfamiliar ground, being this forward with a complete stranger.

Georg started laughing at her outburst. This woman seemed to be rather outspoken, and deep down, he liked that very much.

"Ah, I see, well then, all the more fun getting to know each other, don't you think? Neither of us knowing the name of the other person." Georg really wanted to know all there was to know about this woman.

Maria smiled genuinely and, oddly enough, she felt relaxed being in the company of this stranger. She felt at ease being out here all alone with this man, and her mind tried to understand just why this was the case. He did look rather handsome in his tailored suit, his hair stylishly cut and combed back in a slight puff. His eyes somewhat hidden behind the mask, glimmered in the moonlight, but she thought that she could see small specks of blue. When one of said eyes suddenly winked at her, she realized that she had been staring openly at him. She quickly turned her face down and swallowed hard, trying with everything inside her to quell the blush rising to her face. It was by far one of her worst traits, blushing whenever someone said something nice to her. She placed her hands over her face and turned partly away from him.

"Don't turn away, there are nothing to be ashamed of, I didn't mean to embarrass you in any way. I'm terribly sorry about that, I… well… it's been awhile since I've been in the company of such a wonderful, _and_ beautiful woman. I…" Georg felt his words falter and suddenly felt very unsure of himself. Yes, it had been quite a while since he had asked a woman to even dance with him. He hated social affairs like this. Ever since the death of his beloved Agathe, he had pulled more and more away from the social life.

Maria still didn't dare look at him, but she did remove her hands from her face, now looking at the fountain beside them. Her face still felt hot, but her mind worked in overtime trying to figure out what would happen next. She didn't feel afraid being out here alone with this stranger, oddly enough, and she started to feel small bubbles of joy inside her when she did steal a quick glance at the man in front of her.

"Oh, no need to apologize, sir, I mean… I'm just… well not used to this…" she gestured aimlessly to the scenery in front of her, and then to him. "This whole dancing and… and… well, talking with… oh, my…" Maria was not sure what else to say and turned further away from him, whispering to herself: "God help me, what is happening?"

Georg heard her whisper and smiled to himself. This woman was intriguing and she captivated him. He walked around her and leaned his hip against the side of the fountain, crossing his arms in front of him, looking up at the starlit sky. He tried to think of something to talk about.

When he turned his head towards her again, he noticed that she was biting her lower lip and wringing her hands nervously. He gently reached over and placed his hand over hers, and when she looked up at him he said: "Why don't we take a walk around the garden here, it's a nice evening with the moonlight and all. We'll just talk and get to know one another." When she didn't answer right away he added: "If you would rather go inside again and not talk to me that would be fine too, I…" She started to shake her head.

"No, I would love to go for a walk with you, I need the fresh air. I don't really enjoy affairs like this; it's too stuffy and glittery for my taste." She smiled and started to walk. Georg followed, slightly puzzled by her words.

"I thought that every young woman would love to go to a dance like this. Every young woman in Austrian high society waits so anxiously for her first dance or ball to arrive." Georg sighed and added ruefully, "I should know, since I have a sixteen-year-old daughter at home who is only counting the months until her seventeenth birthday, and hoping that her father will throw a grand and glorious party for her."

"You have a daughter… how… how wonderful." Maria was first surprised by this, but thinking more about it, she did realize that the man in front of her would be old enough to actually have a sixteen-year-old daughter.

"Yes, as a matter of fact, I have seven children at home."

Georg grinned when he saw her pause her steps and then she uttered: "Seven children! Oh my…" Her head spun really fast now, given the fact that there were children in the picture, she gathered that there had to be a Mrs.-whatever-his-name-was, and being far too outspoken she blurted: "Your wife must be one strong and amazing woman to have given birth to that many children, I can't even start to imagine…" she stopped when she heard him chuckle.

"Well, yes, my beloved Agathe _was_ an amazing and loving mother to our children. She did a wonderful job raising them… me… well, I failed miserably in every sense of the word." Georg mused partly to himself. He had recently had to find a twelfth governess for his unruly children, as they just didn't seem to last very long. He sighed to himself, but focused on the woman next to him. He noticed her brow was furrowed and she bit her lower lip again. She was deep in thought, and given the fact that he had revealed quit a bit of detail about himself, he couldn't blame her.

"Oh… I'm sorry… I didn't know… I… I'm terrible sorry about your loss. How… how long ago…?" She paused, not knowing if she had overstepped some sort of boundary in common etiquette. When she dared to look directly at the man, she saw that his face was turned upwards, eyes closed as if in a prayer. She sighed; well, here she managed to put her foot in her mouth yet again.

Georg rubbed his hands over his face and turned to the woman again. He immediately noticed her worried look and felt guilty for giving the impression of him being upset by her words.

"It happened four years ago, our youngest had just turned one, I… well, it was hard for everyone… especially my oldest children. I didn't help their grieving, either. I shut the world, including my children, out of my life. Made bad choices in so many ways and I'm paying for them now. My children hate me, driving every governess I find for them to the brink of madness with all their pranks and tricks." Suddenly, Georg stopped when he realized that he had just revealed so many personal things, thoughts that he had not even shared with his good friend, Max. Shocked by his own bluntness, he moved forward, trying to make some space between himself and this intriguing woman he had just met. It was far too unsettling that a complete stranger, fascinating as she was, could bring out this new side of him. He wiggled his fingers nervously, while he kept on walking slowly forward.

Being very observant, Maria could see his uneasiness at his own words, and she imagined that he had not meant to share so much about his loss.

"I'm… I'm sure you've done all you could do for your children, given the situation. It can't have been easy… I'm terrible sorry. I'm sure your children love you very much. They are resilient, you know. I for one should know that," Maria paused slightly. She wanted him to hear her story, but she had not talked very often about it to people, not even Miriam knew everything about her childhood. "I… I had my share of bad times in my childhood… I… I know how it is to lose someone you love… I lost my parents when I was six years old… I was sent to live with my uncle… and… well… the rest is just one bad dream I don't really like to remember." Maria stopped walking and filled her lungs with the cool night air. She had no idea what he would think of her, now that he knew that she was not one of the Austrian high society.

"I'm sorry to hear that… that can't have been easy for you. But it seems as if you got your life together again… I mean, you're here, and smiling again."

"Hmm, I suppose, but had it not been for the amazing nuns at the orphanage, I might never have gotten this far." Maria mused, and shrugged her shoulders.

"The orphanage?" Georg asked in surprise. He had thought that her happy end had been when she had moved in with her uncle.

"Yes, I… well, my uncle died a few years after my parents died… all for the better… I mean to say, my life got far better when I moved to the orphanage." Maria tried not to think too much of how her life had been living with her uncle. She was not ready to reveal too much of how her life had been in those dreadful years.

Georg was not sure how to respond to this—she obviously was from a completely different world than his. It puzzled him how such a wonderful woman had turned to this, from a background that obviously had not been all that comfortable.

Maria noticed his uneasiness and gave him a wry smile and shrugged her shoulders, silently telling him that she didn't really want to talk too much more about it. But she finished, "Well, I suppose my life turned out fine. I work as a seamstress and manage quite well on my own." Her voice was filled with pride, and Georg knew that whatever she had been through had only shaped her into the woman she was today.

"That's wonderful, I'm really happy to hear that." Georg said in earnest, but suddenly it dawned on him that she really was from a different world than his. She obviously was not part of a family within the aristocracy. Shaking his head in wonder, he motioned with his hands for them to move forward again. Maria nodded her head; she wanted to move on to something else now. She knew that he had realized from what part of society she was from, but given the fact that he was still smiling at her, she felt slightly more at ease.

She tried to find something new to talk about, and remembered his children. She loved children. She had helped out at the orphanage as she grew older. She asked him about his children, and as he spoke about them, she sensed a deep love in the way he spoke about each of his seven children. It warmed her heart immensely, and she was very happy to learn more about his life and who he was. At times, she would steal a quick glance at his face: the smile was genuine and his eyes warm and gentle. Suddenly, he stopped talking and noticed her looking; he gave her a small half-smile, and winked. Maria felt her face heat up; she might not be from any aristocratic family, but she did know that it was impolite to stare at people like that.

Georg only chuckled and moved forward again, Maria followed his steps. They walked for some minutes in silence, both trying to figure out what was happening. Georg was eager to learn more about her, but he sensed that she really wasn't ready to talk too much about her childhood. He asked her if she wanted to go inside again, perhaps get something to drink. Maria nodded her head and followed him back to the fountain. Just as they were about to walk inside again, they were met by Miriam. She looked a little alarmed, and when she saw Maria she sighed in relief, "Oh, Maria there you are… I've been looking for you all over the place… where have you been…?" Her question trailed of when she suddenly noticed the gentleman standing next to her friend.

"Oh… I'm sorry, I thought you had wandered out here alone, escaping all the glitter." Miriam laughed nervously; she knew how much Maria hated affairs like this.

"Well, I did, but I met… eh… well, I don't know his name," Miriam raised a questioning eyebrow at this and Maria explained, "You told me that the idea of a masquerade was not knowing the other guests' names."

Georg chuckled at this and reached out his hand and said, "You may call me Captain."

Miriam grinned at Maria when she heard this, and raised an inquisitive eyebrow, letting her friend know that she needed more details later. Maria sighed at this, and shook her head, and tried to focus on something else. "Why were you looking for me?"

"Well, the thing is, my mother has gotten one of her more awful migraines, so my parents are driving home now. But father says that we can stay here if we want, and he'll send the car back for us sometime after midnight. That is, if you want to stay here?"

An hour before, Maria would have leapt at the chance to go home early, but now, she really wanted to stay. She looked up at the "Captain", and back at her friend, who had a silly grin on her face. Shaking her head in a silent warning she said, "I think I want to stay, let's find you parents and let them know." She really didn't need her friend to be too talkative when the "captain" was there. Maria knew how her friend could be when she sensed some form of gossip beginning. But she smiled to herself while walking inside; Miriam would also need to tell her _everything_ about her mystery sailor cadet she had been talking to earlier.

They soon found Miriam's parents, and they quickly let them know that they wanted to stay at the party. Maria finished with, "I'm very sorry to hear about your headache, Baroness von Schwarzwald, and I do hope that you're feeling better in the morning." Miriam's mother gave her a weak smile but didn't manage to respond before the "captain" spoke up, "Von Schwarzwald? Good Lord, I went to school with a von Schwarzwald. Is that really you, Stefan?" Maria whipped her head around. For a moment, she had completely forgotten that the "captain" had followed them inside.

Miriam's father smiled widely and within a few seconds he had pinpointed the voice to a well-known former school friend: "Georg von Trapp, is that really you? I never expected you to be in a place like this! The gossip channels tells us you shut out the world in the past few years." Stefan laughed boisterously at this, but then remembered what else he had heard through the "gossip channels."

"I'm terrible sorry about that, I heard you lost your wife some years ago, my condolences."

The two men shook hands and clapped each other good-naturedly on the other's back. It really had been quite some years since they had seen each other.

All the while, Miriam gasped in some feigned shock and exclaimed, mostly to Maria, "Now the whole fun of the masquerade has been spoiled! Father, Maria was not supposed to know his name." she gestured towards Georg, and gave an exaggerated sigh and rolled her eyes.

Both men turned towards the two young women. Maria really didn't want all the attention turned towards her, and whispered to her friend, "Really, Miriam, it doesn't matter, I… oh, just forget it." She turned around and walked swiftly away from all the attention.

Still within hearing range, she heard the Captain say, "Wait… Maria." When she heard her name being called out, she suddenly realized that Miriam had given away her name. She looked towards her friend, who looked on in shock, and she turned towards Maria with an apologetic look on her face. Maria waved it off and said to Miriam's parents, "Thank you, for this," she waved her hand in the direction of the ballroom, "I really appreciate it, and thank you for letting me and Miriam stay a bit longer…"

Maria slowly turned around, not sure what would happen now. Somewhere behind her, she faintly heard the "Captain" say his goodbye to Miriam's parents and tell them that he would see to it that both Miriam and Maria got home safely. Maria never heard Baron von Schwarzwald's reply, but she did hear footsteps nearing her.

She turned around and saw the "Captain", well, Georg, walking towards her. He looked a little alarmed by her swift departure, and she knew that he would ask, so she explained the minute he came close enough, "I'm sorry about that, I… I really don't like when all the attention is on me, and that whole name thing, well really, it's no big deal. I'll survive and still enjoy the rest of the evening knowing your name is Georg von…" She had suddenly forgotten his last name she looked apologetically at him.

"It's von Trapp, and yes, I'm sure we'll still have fun… hmm, Maria, you say. What a beautiful name, I really like it," Georg mused and took a step closer to her. In an instant, her face turned a lovely shade of pink. It was evident that she didn't like to be the center of attention; he hoped he could change that.

"Well, Maria…" Her name sounded wonderful coming from his lips, and Maria gave him a small smile, so he continued, "would you care to dance?" Georg nodded his head towards the dance floor. Maria smiled in acceptance and reached her hand out towards him. She had, after all, already danced with him once tonight, albeit in a bit more private setting. Making a quick check on her friend Miriam, who by now was back to talking to her new friend, she took his proffered hand and let him guide her into the dance.

Maria felt as if she was floating on air, the whole room was blurred out, and the only constant was her being in his arms, being led into a slow waltz. She tried not to stare too much at his face, though secretly she tried to figure out what he looked like without his mask. At one point he caught her looking and suddenly the room turned a little warmer. She decided to focus on a point just over his shoulder while she tried to calm her nerves. Whatever this meant, she was sure she would somehow see this man again after tonight.

Georg was also in a world of his own. He had never imagined that he would meet such a wonderful woman at this masquerade. He noticed her eyes taking fleeting peeks up at his face, and he smiled to himself, for he could see the curiosity in her eyes. And to be fair, he was just as curious to see her face without the mask hiding it.

Neither of them really noticed that the song had ended and a new song began; it appeared that the musicians had planned a few slow waltzes. As such, the couple could keep dancing at a slow pace.

After a few more dances, the pace quickened and Georg decided to lead Maria off the dance floor to find something to drink. Maria accepted his offer to fetch a cool drink for her. She needed something to cool down her heated face. When he returned, she thanked him for the drink and took a large sip of the champagne.

They stood in silence and enjoyed the champagne and watched the other dancers. Miriam had somehow persuaded Cadet Smith to dance with her. Georg gave a sort laugh at this, and when Maria turned to look at him, he explained, "Your friend out there is one lucky lady—Johann Smith rarely enjoys dancing, and I do believe this is a first for him… all things considered he seems to be doing just fine."

Maria laughed at this, and was very happy for her friend who apparently had also found love.

 _Love_ … Maria gasped in surprise at her own thoughts. Was this really love? She took a quick look at Georg, hoping that he had not heard her outburst. The music seemed to have been loud enough for him not to have heard it. Sighing in relief she continued her train of thoughts. Yes, Georg was a handsome man, that much was evident, though it was only half his face she could see at the moment. Looking closer, she saw the slight sprinkle of gray hair at his temple, and she remembered that he must be at least some 15 years older than she. He did have a sixteen-year-old daughter. Children had always been a source of great love in her life and working at the orphanage had given her so much in return. But _seven_ children, and one only seven years younger than her? But strangely enough, it didn't make her _not_ want to learn more about Georg von Trapp.

Georg had started to notice her casually glancing his way, and when she started to bite her lower lip in a thoughtful manner, he assumed that her mind had started to wonder where all this was going to end. He, for one, wanted to meet her again; she was beautiful in every way. He looked at her sideways, and hoped that Maria would want to meet him again, despite the obvious age difference.

After a few more songs, the conductor spoke up and let everyone know that it was almost midnight and time to take off the masks. At this, they both turned towards one another and waited for the countdown.

When midnight came, they both slowly pulled their masks away from their faces, both holding their breaths. Georg already knew that the woman in front of him was beautiful, and he smiled warmly at her when he laid eyes on her whole face for the first time. Maria saw the intensity in his eyes and averted her gaze for a few seconds, but when she felt his hand wrap itself around her own she looked up at him again. She braved a smile of her own and took a deep breath, trying to calm her own nerves.

"Hello," Georg said with amusement in his voice. The whole scene was rather comical: here they were, two almost strangers having talked and danced and laughed together throughout the evening, and now they stood in front of one another and were, in a way, seeing each other for the first time, again.

Maria sensed that he tried to ease the tension between them and she whispered her own "hello" in return.

"Ah, may I introduce myself? I'm Captain Georg von Trapp." Georg bowed overdramatically and continued, "At your service, Fräulein."

Maria laughed at his antics and played along, curtsying quickly and saying in a pretend snobbish voice, "I'm very pleased to meet you Captain, I'm Maria Rainer." She offered her hand dramatically and he took the hint and lifted her hand to his lips and kissed it. The second she felt his warm lips on her hand, she took in a sharp breath of air and he raised his eyes to meet hers. It occurred to Maria just what an intense blue color they held, almost as if little blue flames flickered inside of them. Trying to gain some balance again, she giggled and pulled her hand away, frantically looking around them, trying to work out what should happen now.

Georg held his breath, for he too had felt something while holding and kissing her hand, and now he just needed to find a way to ask her what she wanted to happen now.

"Ehm, well… now that all the formalities are over, will you do me the honor of dancing with me again?" Georg asked and offered her his arm. Maria nodded in acceptance and linked her arm though his, and let him lead the way.

The couple danced a quick waltz and Georg contemplated whether to take yet another dance or not. In honesty, he wanted to talk to her before they had to part ways, but when a slow song started, he kept her in his arms and whispered in her ear, "Another one, my fair lady?" Maria felt goosebumps rise on her skin when she felt his hot breath caress her sensitive ear. She gulped down some air and nodded her head, while focusing on his bowtie; she dared not look into his eyes at this moment.

Georg held her close. It might be a little too close in terms of what was socially accepted, but at the present, he really didn't care. He had noticed that some of the young cadets had whispered together and pointed their way, as they seemed to have taken notice of their captain's open interest in the young, beautiful woman in the blue ball gown. In the back of his mind, he knew there might be a comment or two sent his way in the morning, when the news definitely would have spread through the naval base. He did not want to think too much about that right now. He only wanted to relish in how wonderful it felt dancing with this special young woman.

Midway through the dance, Maria gave up on thinking about propriety and what was acceptable or not, and let her head rest lightly on his shoulder. She felt him tense up briefly, but then he relaxed again, letting out a satisfied sigh. This night had turned out far better than he had expected.

Neither one of them noticed that the music had stopped playing, and only when someone nearby quietly cleared their throat. When they looked up, they saw Miriam standing close by, looking a little embarrassed at interrupting their dance.

Suddenly Maria felt rather self-conscious about how close she had been to Georg, so she stepped back slightly but kept herself within his reach. She saw Miriam's knowing grin and felt her face heat up; her friend would never let her hear the end of it when they were alone again. Giving her friend a pointed stare, Maria moved over towards her friend and asked, "What's the matter?"

"Well, the thing is, eh… I'm soooo sorry to interrupt you two, but… well, my father's driver is here and wants to know when we'll be going home." Miriam looked seriously sorry for interrupting them.

Maria looked back at Georg. She was not even sure that she was ready to go home at the moment, but she didn't want to be an inconvenience to the driver.

Georg saw her uneasiness and knew that they would have to call it a night. He walked over to the two friends and said, "Well, I must say, the night has come to an end far too soon, but yes, it is getting late." He looked at his watch and saw it was a bit past one o'clock. "I'll walk you out." Georg really didn't want to say goodbye just yet, and hoped to get a few minutes alone with Maria.

Maria fell into step with Georg while Miriam walked up ahead of them; suddenly, she felt his warm hand rest on her back. She stopped and looked up at him; she knew that they needed to figure out what would happen now. The question was not _if_ they would meet again, but rather it was a question of _when_ they would meet again.

"I…" they both started, and then laughed at the whole awkward situation. Maria looked towards her friend and saw that Miriam had stopped and looked back towards them. Miriam smiled knowingly and indicated towards Maria that she would find their coats. Sighing in relief, Maria turned to Georg again.

"You go first," Maria stated and smiled up at Georg. The smile on his lips made her heart flutter in ways that she had never experienced before.

"Well… this night sure has been wonderful. And I… well… I would very much like to see you again… That is, if you want to see me, again." Georg chuckled and gave her a half smile, which tripled Maria's heart rate.

Maria swallowed hard and tried to ease her fluttering heart, braved giving him a smile and stated, "I would very much like to see you again. Thank you." She rubbed her arms, trying to calm her nerves. This situation was so new to her, and she was not sure what would happen now.

"I'm happy to hear that." They both smiled and then proceeded to exchange telephone numbers. Then, Georg offered her his hand and they walked out into the hallway.

When Miriam saw them walking hand-in-hand, she smiled deviously at Maria and wiggled her eyebrow just slightly. Maria shot her friend an angry glare, and hoped that Georg hadn't noticed it.

But Georg had noticed and chuckled, he knew that Maria might get a lot of questions from her friend when they returned home.

Miriam quickly got inside the car, giving Maria and Georg some privacy, saying goodbye as she did so.

Georg was still holding her hand and turned towards her. They stood like this for several moments, both trying to think of a way to say goodbye.

"I had never expected this night to turn out so wonderful," Maria said while trying to keep her huge smile at a somewhat normal level. She didn't want him to think that she was some young love-struck girl, fawning over him. Truthfully, she might just be that, but she was not sure that she wanted him to see just how much this night had meant to her, at least not yet.

"Hmm, nor did I, as I was sent here to chaperone on the young cadets," Georg mused, "but I suppose I was the one needing a chaperone." He laughed a little nervously; he hoped that she didn't pick up on how desperate he actually wanted to kiss her right then and there. His eyes drifted down to her lips, and when she unconsciously moistened her lips with the tip of her tongue he tried to stifle a groan which threatened to escape his lips.

Maria giggled a little at his words, but held her breath as she noticed how his eyes had now focused on her lips. Being a girl with limited experience in the game of love, and least of all the whole kissing part, she felt her heart speed up at the mere thought of his lips against her own.

"Oh, I assure you, I think you've been quite the gentleman tonight, so no need for a chaperone." Maria stated and tried not to focus too much on his lips, but when said lips turned up in a devious half-smile, she felt her heart jump in her throat.

Georg dared to move a little closer to her and whispered, "Well, what if I did this?" He raised his free hand and gently held her face, and with the tiniest force tilted her face upwards. Maria gasped in surprise but held her breath and her eyes fluttered shut, while she tried to calm her beating heart. It was to no avail, as she felt his hot breath caress her face she knew he would kiss her. And to be honest, she was more than pleased by this. Her mind shut off the instant she felt his warm lips on her own. His breath mingled with hers, his soft lips caressed hers, gentle and subtle, but still with a very heated and passionate kiss. A kiss that ended far too soon, in Maria's opinion. She felt her whole body go weak, and in and attempt to keep herself upright, she let her hands rest on his forearms.

When Georg pulled back, he couldn't help but feel slightly overwhelmed by the whole thing. The woman in front of him still had her eyes closed; he let his thumb gently rub over her cheek, urging her to look at him again.

Maria was stilling feeling somewhat lightheaded, but she opened her eyes and looked up at him. She felt so at ease by what had just happened, and in all honesty, she didn't really want to let go of him just yet. She briefly looked at her hands, still resting on his arms; she knew that tonight would forever have changed both their lives.

"Ehm… well _that_ might require a chaperone," Maria breathed out, still amazed that she was even able to speak one word. She grinned at the twinkle she saw in his eyes, and could not help but think that this man would be very interesting to be with.

"Um, I suppose, but I don't want to think about that right now," Georg stated and shot her his wicked half-smile, and when he noticed her blush, he chuckled and reached for her hand. He lifted her hand to his lips and whispered against her skin, "Until next time, farewell, and I hope to see you again soon."

"Oh, you will!" Maria exclaimed, and when she saw the knowing glint in his eyes she blushed even more and lowered her eyes.

"Don't look down. I will be looking forward to next time, and hope to learn more about you." He pressed yet another kiss to her hand, "And, hopefully, more of this." He reached up and held her face and gave her a short, quick kiss.

Maria only nodded in consent, and gently squeezed his hand in acceptance.

The moment was ruined when they heard a hard tap on the cars windows. They had completely forgotten about Miriam waiting. Maria felt her face heat up even more; she knew she would get a pile of questions from her friend. She sighed in defeat, looked back up at Georg, and whispered, "I'm sorry, but I have to go now. I look forward to meeting again." Her voice was filled with hope and longing.

"Why don't we meet for dinner in a few days? I'll call you tomorrow to arrange it," Georg said and reluctantly stepped back from her. Maria nodded her head and slowly turned towards the car. She saw the face of her friend filled with a million questions. She sighed in defeat and bolstered herself for what lay ahead of her. But in the back of her mind, she really didn't care. She had met someone special tonight, and nothing, _nothing_ could change how happy she felt at that moment. Things did look much brighter now, and she could hardly wait until they would meet again. She turned towards him one last time before entering the car. She gave him a happy smile and a wave.

Georg had not felt this happy in a very long time. He was sad to see her go already, but knew that they would meet in a few days. This made his heart swell with happiness, and he knew that tonight had forever changed both of their lives.

THE END

 **Hope you liked this little AU fic I wrote… please let me know in a review… thanks.**


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